CONDITIONS OF SALE AND PAYMENT (CSP) / Application in effect from 01/01/2010 and until information to the contrary

The complete version of the CSP is available on request and applies in its entirety without exception, whether or not expressly stated in the extracts below. The buyer is invited to refer to the complete version in his possession to which the points of suspension [...] below relate.

1.1. By application of article L 441-6 of the Commercial Code the sellerís general terms of sale (GTS) which include his conditions of sale and payment (i.e. these CSP), his schedule of unit prices (i.e. his price list) and his price reductions (i.e. his discounting policy) constitute the legal ìbasis for commercial negotiationî.

1.2. It is the sellerís responsibility alone to define his GTS, the terms and conditions of which apply equally to all customers and constitute a common basis for commercial negotiation.

1.3. The GTS, of which the price list is an integral part, constituting a basis for commercial negotiation and which must be communicated to every buyer who requests them, are applied generally to all customers and may not be applied in differing ways to different customers.

1.4. With regard to the CSP, commercial negotiation is carried out, where necessary, within the framework of special conditions of sale (SCS) resulting from the sellerís commercial policy and/or services and other obligations, as defined by article L 441-7, I, 2∞ and 3∞ of the Commercial Code, which arise from the buyer's commercial policy (law known as ìLMEî, dated 4 August 2008).

1.5. The seller reserves the right to modify his GTS at any time, in particular his price list, notwithstanding any other clauses and conditions to the contrary which might be put forward by the buyer and notwithstanding the signature of the written agreement mentioned by article L 441-7 of the Commercial Code. The fact that this agreement refers to the sellerís GTS, applying on the date of its signature, is no obstacle to changes by the seller to his GTS and in particular to his prices, during the validity of said agreement. In effect, the seller has to remain in control of his commercial policy and be able to make changes to his GTS and more particularly to his selling prices, especially in response to changes to his costs. No limitation or restriction on this right of the seller to modify his GTS, including his price list, can be validly claimed by the buyer. Any clause to the contrary will be null and void, including where such is expressly accepted by the seller, and it may only be invalidated and/or nullified, by virtue notably of the character of standard-form contracts of clauses or agreements submitted by the buyer.

1.6. The GTS apply to all orders for Products marketed by the seller (hereinafter referred to as the ìProduct(s)î).

1.7. These CSP supersede previous CSP in force from the date stated at the top of this document.

1.8. Any order for Products involves unqualified acceptance of the sellerís GTS which form the contract between the parties and which are applied, notwithstanding any other provisions, clauses, conditions or agreements to the contrary of whatever nature, the GTS prevailing over them without any qualification. All otherprovisions, clauses, conditions or agreements, whatever they may be, which might be at variance with them, are null and void where they run contrary to said GTS, even when there is express acceptance by the seller, which can only be valid, without there being any need to re-state the fact, in relation to clauses not contrary to the GTS.

2.1. Tariffs and invoices include shipping date. All tariff changes are applicable without derogation, to all buyers, on the same date fixed by the seller.

2.2. In the event of refusal of the price list by the buyer, the seller will have the right to suspend or stop deliveries, it being restated here that any order implies unqualified acceptance of the sellerís GTS (CSP, price list and discounting policy). The seller will also be able to deduct from any sums due to the buyer, for whatever reason, sums which the latter may refuse to pay to the seller, by applying the seller's previous price list, without right or authorisation, and not the one actually applicable and used on the invoice.

2.3. The Products are, excepting written stipulation to the contrary, sold free of charges to the point of delivery, excluding customs rights, duties and taxes or special taxes in the country of the buyer, when they are situated outside of France.

[...] 3.1.2. Quantity and delivery time of order

The buyer undertakes to allow the seller a reasonable delivery time, taking into account the constraints of manufacture, preparation, shipment, etc, between the date of the order and the desired delivery date. Thus, in the case of specific orders (e.g.: promotions, unusual quantities, launches of new Products...) : - Forecasts of orders must be sent to the seller at least 9 weeks before the desired delivery date ;

- And a minimum delay of 8 weeks must be respected between confirmed order and the desired delivery date. [...]

3.2. Conditions of acceptance / change of order

3.2.1. Any acceptance or confirmation of an order may be total or partial, without the sellerís responsibility being engaged on this account.

3.2.2. The seller reserves the ability to cancel, suspend, delay or modify execution of the orders without any possibility of compensation being claimable against him, in the event of :

a) The unexpected occurrence of an act of God, a fortuitous event or an event or circumstance contractually equivalent to an act of God or fortuitous event such as: [...]

b) The order not allowing the seller a sufficient and reasonable delay, such as is defined above in 3.1.2. In such a case, the seller will do their best to satisfy the accepted order, but may not in any case be penalised in any way if they cannot achieve this entirely or partially. Thus, this order may not in any case be taken into account within the framework of the calculation of the sellerís order fill ratio (see article 3.4.2).

c) an order not conforming to the current GTS, e.g. refusal of price changes: see article 2.2).

3.2.3. The acceptance or confirmation of an order is issued in consideration of the legal, financial and material situation of the buyer. It results from this notably that the seller will be justified in demanding guarantees of payment or in cancelling the contract with no compensation in any form, if the aforementioned situation comes to be modified between the order and the delivery.

[...] 3.4.1. Delivery times

Deliveries are performed solely depending on availability. They may be total or partial. Partial deliveries and overrun of delivery times may not give rise to damages, penalties or to the cancellation of orders in progress, nor may they be invoked by the buyer for refusing to collect or take delivery of Products or for putting an end to the relations detrimentally and adversely to the seller.

3.4.2. Order fill ratio

Notwithstanding point 3.4.1, specific provisions apply, taking account of their distinctive nature, only to large and medium sized commercial outlets established, delivered to and invoiced within the French territory (metropolitan France, Corsica not included). Indeed, the seller undertakes to ensure for the aforementioned large and medium sized commercial outlets a national quarterly order fill ratio equal to or higher than 98% for all of its Products, excluding all Products, whatever they may be, not intended as is for the ultimate customer. The calculation of this order fill ratio takes place on the basis of deliveries carried out to all delivery points of the buyer, over a period of three months (calendar quarter), excluding newly launched Products. This order fill ratio measures the difference between the number of packages ordered by the buyer (and accepted as orders by the seller) and the number of packages received (delivered and accepted) by the buyer. It is here specified that only those packages ordered and received within the conditions provided for in the present CSP will be taken into account in the calculation of the order fill ratio. Not entering into this calculation is the automatic renewal of any orders not delivered by the seller. If the order fill ratio reported over the calendar quarter is lower than 98%, the parties will meet up to refine the calculation of this rate, verifying that the delivery incidents taken into account are clearly the full and total responsibility of the seller; those delivery incidents that are not exclusively attributable to the seller will be excluded from the calculation of the order fill ratio. If the order fill ratio thus refined is lower than 98%, the seller may potentially compensate the buyer for direct and justified damages undergone due to Products being out of stock with the seller at the outlet. No sum of any nature that is not explicitly accepted by the seller, as much in principle as in actual amount, may be charged to or claimed from the seller by the buyer. Still less may the buyer receive any compensation in such circumstances. On default, the seller may deduct all sums due to the buyer for whatever reason, sums which the latter has deducted without right or authorisation from the sums which he owed the seller.

4.1. Definition of delivery: [...]

When, by application of the provisions of the contract for the type of transport recalled above, the process of unloading falls under the sellerís responsibility, the recipient must provide the seller with the appropriate material to do this, which must be in a state of perfect working order, maintenance and safety. The buyer assumes all responsibilities in the matter as much with regards to the seller as to the carrier and their employees.

4.2. Risk transfer and transfer of ownership: The delivery involves transfer of risks. The transfer of ownership occurs only upon complete payment of the price (see article 10).

[...] 4.4. Reception

4.4.1. Checks upon reception / signature and return of documents to the driver

-In the event of shortage, damage or lateness, it is up to the recipient to exert their appeals against the carrier: respect of article L. 133-3 of the Commercial Code ; expression of reservations in writing on the waybill, CMR, Ö ; confirmation within 3 days of the reception of goods, etc. The recipient must take all measures for safeguarding of Products and conform to article L. 133-4 of the same Code, if French law is applicable at the place of reception. In the event to the contrary an open expert report established by a cargo inspector replaces a court-ordered appraisal and must be provided by the recipient.

-All checks and potential reservations must be recorded on all copies of the waybill and on the delivery forms, the documents must be returned to the driver before his or her departure from the loading platforms. The cross checks to be performed with the carrier, at the moment of delivery, are the following: [...]

- Reservations must be complete, justified and specific. Reservations expressed in general terms are null and void.

-For lack of observing the provisions of the present article 4.4.1, for the buyer, the delivery will be considered as standard and no claim will be accepted.

[...] 4.5.2. No refusal or return of goods, no destruction of goods, no deduction, compensation or invoicing for any reason whatsoever may be carried out without prior and written agreement of the seller. This agreement may only occur if:

- The Products concerned are clearly identified (date or batch);

- The seller has first been able to report or have reported at the warehouse the reality of the grievance cited by the buyer;

-The goods have been kept, stored and handled by the buyer in the conditions provided for by article 6 of the present CSP.

[...]

4.5.4. The refusal of a package or a pallet must be justified by the extent of the damages (non-incorrect refusal). In the event of incorrect refusal of delivery by the buyer, the seller reserves the right to request a compensation for the loss of turnover and the potential surcharge resulting from this.

4.6. Management of claims

4.6.1. No claim concerning the quality of the goods delivered is admissible unless drawn up, specifically, (e-mail, RLAR, fax) within 24 hours of the delivery if it concerns a visible flaw, within 7 days in other cases. The potential responsibility of the seller, on this account, is strictly limited to the reimbursement of the Product and the direct expenses for return or destruction of the Product if necessary, with receipts and after written agreement of the seller, for an overall amount that may not in any case be more than one and a half times the value invoiced for the Product in question.

4.6.2. No Product that was not sold and/or whose expiry date is reached will be taken back.

[…] 5.6. Certain sales, as much for export as for within France, are subjected to a specific community regulation involving the observance by the buyer of certain obligations. The buyer not complying with the aforementioned obligations would become indebted with regards to the seller for all sums, penalties, deposits, and others that the seller would have to pay, would have lost or would see apprehended due to the aforementioned non-observance.

6.1. The buyer undertakes to monitor that the Products are stored and kept in the conditions standard to the usage for which they are intended [...]

6.2. The buyer undertakes to observe their obligations in terms of traceability.

6.3. Responsibility will fall to the buyers wishing to incorporate or associate the sellerís Products with others, to ensure that the locally applicable regulations allow this and that the Products are clearly compliant with the usage for which they are intending them, notably by carrying out at their own expense all necessary checks and tests. The seller accepts no liability as to the consequences of such associations or incorporations, in the same way as in the event of any possible intervention of any nature conducted by the buyer on the Products (e.g.: cuttings).

6.4. The buyer specifically undertakes, as much for their part as for that of their insurance agents and any third parties, not to market Products that have been damaged without the prior and written agreement of the seller whose brands and whose image must be protected. The buyer undertakes to make all arrangements notably of a contractual nature to this effect.

6.5. The buyer alone will be responsible for the calculation and the observance of the threshold of retail at a loss, for the fixing and the advertising of their prices, as well as any promotion aimed at consumers and initiated by themselves for the sellerís Products.

6.6. The buyer undertakes to ensure the safety of employees or service providers of the seller intervening on the buyerís sites (e.g.: unloading platforms).

Any reclaim or recall of the sellerís Products requires the prior and express agreement of the seller.

8.1. The seller guarantees that the quality, the traceability and the labelling of their Products respect the laws and regulations applicable in France.

8.2. For purchases of Products designed for abroad (outside France) the buyer alone is responsible for compliance with regulations applying in the countries concerned. [...]

9.1. Modes of payment ñ Discount [...]

Goods are payable by a direct in-bank bill of exchange statement, with the payment delay fixed at 30 days after the end of the invoicing period of ten days. No discount is given in the event of advance payment. Payment may take place, with the agreement of the seller, either by another instrument, which should therefore reach the seller within a maximum delay of 15 days after the date of the invoice, as evidenced by the postmark, or by transfer, the buyer being obligated in such a case to communicate to the seller the date on which it will be executed, or by irrevocable and confirmed documentary credit, complying with ´ Rules and usances of Documentary credit ª as published by the CCI. No reason whatsoever may authorise the buyer to suspend their payment. No deduction and no compensation whatever the reason for such, may be carried out by the buyer without prior and written agreement of the seller. Any request must be accompanied by written proof allowing the verification of its rightfulness. [...]

9.2. Sanctions in the event of failure or lateness of payment

By express agreement, any failure or lateness of payment at the fixed term, will lead to:

a) By operation of law, without requiring a prior formal notice:

• The lapsing of the term and the immediate payability of all other invoices not yet due.
• The forfeiture of all reductions, whatever their nature, designation and mode of calculation, the latter only being obtainable
  within the framework of respect for payment conditions.
• The right of the seller to suspend their deliveries, to cancel or refuse any order of the defaulting buyer, with no delay, nor
  compensation.
• The right of the seller to claim the goods remaining within their ownership by application of the property reserve clause
  stipulated in article 10.1 of the present documents.

b) The obligation for the buyer to pay, in addition to the principal:

• A lateness interest calculated by applying, from the non-observed term date, over all sums due and having become
  payable, a rate equal to three times the last French legal interest rate known at the non-observed term date.
• As a penal clause, a fixed indemnification equal to 15 % of all of the sums due and/or rendered payable by the effect of the
  expiry of the term.
• Legal expenses potentially set out, all without prejudice to compensation of any nature that may be placed at its charge.
  These different sums will be either deducted from the sums potentially due to the buyer, or invoiced.

9.3. Credit

Every payment period constitutes a credit that the seller reserves the right to grant or not to their clients, taking into account an assessment of their situation.

If the granting of credit appears to include a risk for the seller, they may at any moment refuse this credit to their client by demanding either a cash payment paired with a sufficient guarantee for covering the bank payment delays, or the formation

of a satisfactory surety. Failure of the client to observe one or the other of these two modalities, the seller will be entitled to refuse them the sale of their Products.

10.1. The seller expressly reserves ownership of goods delivered and sold up until collection of their cost in principal and accessories, which is intended as specified in article 9 above. Consequently, in the event of non-payment or failure by the buyer to meet his obligations, he will be obliged to return upon first request the goods remaining property of the seller. Notwithstanding the present property reserve clause, all risks relating to the Products sold are the responsibility of the buyer from the moment of delivery as defined above in article 4.

10.2. In order to guarantee the rights of the seller set out above:

a) The partial payments that would have occurred would serve to cover totally or partially, in addition to the compensation provided for by article 9.2, the damages arisen from the nonfulfilment of the contract and notably from the disappearance, resale or the degradation of Products, as well as the transport and storage expenses brought about by this nonfulfilment, without prejudice to any action of compensation for the potential surplus of the damage undergone.

b) The buyer commits to taking out with a manifestly solvent company, and to prove it upon request, an insurance ´ for the benefit of whomsoever it may concern ª covering all risks for loss, destruction, theft, and degradation of Products that they will take on until full payment of the cost of the Products.

11.1. The sale of Products to the buyer imparts to the latter no right of any nature, whether directly or indirectly, to the commercial names, brands, logos and any other intellectual property right relating to the Products.

11.2. The Products and brands of the seller may not be the subject of anyadvertisement or usage of any nature, without their prior and written agreement.

12.1. To be valid, any trade agreement must have been confirmed in writing, by the Sales Department of the seller or by their legal representative.Excepting contrary written derogation, any trade agreement is valid only for a maximum duration of one year, ending on 31 December of each year, with no prior denunciation beingnecessary.

12.2. Any written agreement concluded between the supplier and the distributor in application of article L.441-7 of the Commercial Code, must, in conformity with the provisions of this article, summarise the sellerís current CSP, price list and discounting policy as a preliminary.

12.3. Any claim by the buyer relating to the invoices that they will have received from the seller or to the payment of those that they will have sent to the seller will only be examined within the delay of three years from the issue date of the invoice concerned. Beyond this date any claim is inadmissible against the seller.

12.4. For any sum due by the seller to the buyer calculated out of the turnover or the trade volumes, this figure will be the net turnover of all promotions, reductions, discounts or refunds, duty free attained and deposited, and the volumes will be those fulfilled and paid.

13.1. No tacit acceptance may be invoked with regards to the seller, in any matter whatsoever. Thus, the fact that the seller does not take advantage at a given moment of all or part of the provisions of the present CSP may not be interpreted as a tacit renunciation of taking advantage of them at a subsequent time.

13.2. No announcement concerning the seller, their Products, their brands, etc., may be made public without the prior and express agreement of the seller.

[...] 13.6. The translation of the present CSP is available upon request in English, German, Spanish, Italian, etc. For want of having exercised this option of claiming the translation in their language, the buyer will be considered as having understood and accepted as is the sellerís CSP.

13.7. The authentic version of the text is the French text.

14.1. All the disputes and challenges that would arise upon interpretation and/or application of the GTS, will be in the exclusive competence of the Commercial Court of EVRY, even in the event of introduction of third parties or of plurality of defendants. The seller nevertheless reserves the possibility of bringing the lawsuit before the Court of the buyerís domicile.

14.2. French law alone is applicable.

Translation into English, German, Spanish, Italian, etc. of these sales and payment terms is available upon request. Failing to request such a translation, our customer will be deemed to have irrevocably understood and accepted the French version of these same sales and payment terms. In any event, the French version will prevail.